Material Transfer Agreement
Please complete and sign this agreement then return to the Culture Collections
See appendix 1 for name and catalogue numbers of the cell lines which require this form.
This Agreement is dated
Click here to enter a date.
and shall continue in effect for two
(2) years thereafter.
BETWEEN
CULTURE COLLECTIONS whose principal place of business is at Public Health England (PHE), Porton Down,
Salisbury, Wiltshire, SP4 0JG, UK
AND
Organisation (Name of legal entity): Click here to enter text.
Full Address (The Recipient): Click here to enter text.
Contact Name: Click here to enter text.
Telephone: Click here to enter text.
Email: Click here to enter text.
RECITALS
The Culture Collections has agreed to supply one or more SCREENflex™ cell lines (as listed in Appendix 1)
(the “Materials”) to the Recipient. In this Agreement, the “Materials” shall include any and all materials,
documents and information that the Culture Collections may provide to the Recipient under or in connection
with this Agreement, and any constructs, strains, derivatives, portions, progeny or improvement obtained from
or as a result of the use of the Materials.
IT IS AGREED as follows:
1. The Recipient shall keep the Materials secure at the Recipient's laboratory and shall not be removed from the
Recipient's address. The Recipient shall ensure that no-one other than the Recipient and authorised coworkers have access to them. The Recipient undertakes to ensure that the Materials are appropriately
safeguarded to prevent theft or unauthorised access. THE MATERIALS ARE NOT TO BE TRANSFERRED
TO OR USED IN THE UNITED STATES OF AMERICA.
2. The Recipient shall use the Materials in accordance with good laboratory practice and the highest standards of
skill and care and shall ensure compliance with any applicable laws, regulations and administrative guidelines
governing the transportation, keeping or use of the Materials.
3. The Recipient shall not supply the Materials to any other party without the prior written agreement from the
Culture Collections.
T007.130902.v1
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M050.20131004.v1
Culture Collections, Public Health England, Porton Down, Salisbury, SP4 0JG, UK
T: +44 (0) 1980 612512 F: +44 (0) 1980 611315 E: culturecollections@phe.gov.uk W: www.phe-culturecollections.org.uk
4. The Recipient shall use the Materials only for research use and not for any commercial purpose or
commercially-sponsored research even if those purposes are being pursued in the Recipient's laboratory
without the prior written consent of the Culture Collections.
5. The Materials and any copies thereof made by or in the possession of or under the control of the Recipient
pursuant to this Agreement shall remain the property of the Culture Collections and shall be immediately
returned (i) on termination of this Agreement, or (ii) in the event that the Recipient is in breach of any of the
conditions of this Agreement, and (iii) at any other time on request of the Culture Collections. If the Culture
Collections so dictates the Materials should be destroyed under the circumstances that might arise under this
Clause 7 and authenticated certificates of destruction shall be provided to the Culture Collections.
6. The Recipient shall not acquire any proprietary rights in the Materials therein and no licence under any Public
Health England (PHE) intellectual property is granted or implied by this Agreement.
7. No licence under any PHE intellectual property is granted or implied by this Agreement.
8. The Recipient shall acknowledge Culture Collections of Public Health England as the source of the
Materials in any publication which mentions them. The Recipient shall send the culture Collections a copy
of any reports or publications which describe work carried out using the Materials.
9. The Materials are experimental in nature and PHE makes no representation and gives no warranty or
undertaking, in relation to them. As examples, but without limiting the foregoing, PHE gives no warranty: (i)
that it owns all necessary property and other rights in the Materials and that their use will not infringe any
patent, copyright, trade mark or other right owned by any third party; or (ii) that the Materials are of
merchantable or satisfactory quality or fit for any particular purpose, have been developed with reasonable
care and skill or tested, for the presence of pathogens or otherwise, or are viable, safe or non-toxic.
10. PHE shall have no liability to the Recipient, whether in contract, tort or otherwise, in relation to the supply of
the Materials to the Recipient or their use or keeping by the Recipient or by any other person, or the
consequences of their use, to the maximum extent permitted under applicable law. The Recipient shall
indemnify and hold harmless the Indemnified Parties from and against all Claims and Losses arising from
such supply, use or keeping, including without limitation Claims and Losses arising from:- (i) injury to the
Institution's employees and third parties; (ii) infringement of third party intellectual property rights; and (iii) use
of the Materials within or outside the scope of this Agreement.
11. For the purposes of this Agreement: (i) 'Indemnified Parties' shall mean the PHE and its directors, officers,
employees, representatives and associated undertakings; (ii) 'Claims' shall mean all demands, claims,
proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise); and (iii)
'Losses' shall mean all losses including without limitation financial losses, damages, legal costs and other
expenses of any nature whatsoever.
12. This Agreement does not create any right enforceable by any person not a party to it.
13. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or
formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance
with, the law of England and Wales.
14. The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to
settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or
formation (including non-contractual disputes or claims).
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Culture Collections, Public Health England, Porton Down, Salisbury, SP4 0JG, UK
T: +44 (0) 1980 612512 F: +44 (0) 1980 611315 E: culturecollections@phe.gov.uk W: www.phe-culturecollections.org.uk
AGREED by the parties through their authorised signatories:
Signed (Recipient)
Name of authorised signatory: Click here to enter text.
Job Title: Click here to enter text.
Authorised Signature:
On behalf of: Click here to enter text.
Culture Collections contact details for the return of this agreement
Email:
culturecollections@phe.gov.uk
Fax:
+44 (0)1980 611315
Post:
Culture Collections, Public Health England, Porton Down, Salisbury, SP4 0JG, UK
Signed (Culture Collections)
Name:
Job Title:
Authorised Signature:
On behalf of: Culture Collections, Public Health England
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M050.20131004.v1
Culture Collections, Public Health England, Porton Down, Salisbury, SP4 0JG, UK
T: +44 (0) 1980 612512 F: +44 (0) 1980 611315 E: culturecollections@phe.gov.uk W: www.phe-culturecollections.org.uk
Appendix 1
List of SCREENflex™ cell lines that require this agreement
Cell Line Name
Catalogue Number
CHO-NPY1R
12110602
CHO-CNR1
12110601
CHO-CHRM5
11041302
CHO-SSTR1
10110206
CHO-GPR120
10110205
CHO-CHRM2
10110204
CHO-CHRM1
10110203
CHO-FFAR2
10110202
CHO-OPRL1
10110201
T26J-1/09 (CHO-Beta-2 (ADRB2))
10031601
T35J-5/09 (CHO-FFAR3 (FFAR3))
10031602
T02J-7/10 (CHO-M3 (CHRM3))
10031603
T02J-9/10 (CHO-H2 (HRH2))
10031604
T02J-10/10 (CHO-GCGR (GCGR))
10031605
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M050.20131004.v1
Culture Collections, Public Health England, Porton Down, Salisbury, SP4 0JG, UK
T: +44 (0) 1980 612512 F: +44 (0) 1980 611315 E: culturecollections@phe.gov.uk W: www.phe-culturecollections.org.uk